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City Council Resolution 2014-103CITY OF MONTICELLO WRIGHT COUNTY, MINNESOTA RESOLUTION NO® 2014 -103 PROVIDING FOR THE ISSUANCE AND SALE OF APPROXIMATELY $6,510,000 GENERAL OBLIGATION BONDS, SERIES 2014A BE IT RESOLVED By the City Council of the City of Monticello, Wright County, Minnesota (the "City ") as follows: 1. It is hereby determined that: a) the City is authorized by Minnesota Statutes, Section 412.301 (the "Equipment Act ") to issue its general obligation certificates of indebtedness (the "Certificates ") on such terms and in such manner as the City determines to finance the purchase of items of capital equipment, subject to certain limitations contained in the Act; (b) the City will purchase and acquire various items of capital equipment (the "Equipment ") pursuant to the Equipment Act; (c) as required by the Equipment Act, (i) the expected useful life of the Equipment is or will be at least as long as the term of financing the Equipment; and (ii) the principal amount of the portion of the Bonds (as defined below) used to finance the Equipment to be issued in the year 2014 will not exceed 0.25 percent of the market value of taxable property in the City for the year 2014; (d) the City is further authorized by the provisions of Minnesota Statutes, Chapter 475 (the "Municipal Finance Act ") to issue and sell its general obligation bonds to fund the judgment entered against the City (the "Judgment ") in connection with the settlement of certain litigation concerning the City's Telecommunications Revenue Bonds (Fibernet Monticello Project), Series 2008 (the "Series 2008 Bonds "); (e) it is necessary and desirable that the City issue approximately $6,510,000 General Obligation Bonds, Series 2014A (the "Bonds ") to fund the Judgment and to finance the Equipment; 2. To provide monies to finance the Equipment and to fund the Judgment, the City will therefore issue and sell Bonds in the amount of $6,444,900. In order to provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $65,100. The excess of the purchase price of the Bonds over the sum of $6,444,900 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on such additional Bonds, unless otherwise provided in the resolution awarding sale of the Bonds. The amounts cited above are subject to adjustment in accordance with the Terms of Proposal. The Bonds will be issued, sold and delivered in accordance with the terms and conditions of the following Terms of Proposal (Notice of Sale). 450821v2 MNI MN190 -146 NOTICE OF SALE $6,510,000 GENERAL OBLIGATION BONDS, SERIES 2014A CITY OF MONTICELLO, MINNESOTA (Book -Entry Only) NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms: TIME AND PLACE: Proposals will be opened by the City's Finance Director, or designee, on Monday, November 10, 2014, at 10:30 A.M., CT, at the offices of Northland Securities, Inc., 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning Monday, November 10, 2014, at 7:00 P.M., CT. SUBMISSION OF PROPOSALS Proposals may be: a) submitted to the office of Northland Securities, Inc., b) faxed to Northland Securities, Inc. at 612- 851 -5918, c) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to Northland Securities, Inc. by telephone at 612 -851 -5900 or 612- 851 -4920, or d) submitted electronically. Notice is hereby given that electronic proposals will be received via PARITYTm, or its successor, in the manner described below, until 10:30 A.M., CT, on November 10, 2014. Proposals may be submitted electronically via PARITYTM or its successor, pursuant to this Notice until 10:30 A.M., CT, but no Proposal will be received after the time for receiving Proposals specified above. To the extent any instructions or directions set forth in PARITYTM, or its successor, conflict with this Notice, the terms of this Notice shall control. For further information about PARITYTM, or its successor, potential bidders may contact Northland Securities, Inc. or i -Deal® at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212- 849 -5021. Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITYTM or its successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. BOOK -ENTRY SYSTEM The Bonds will be issued by means of a book -entry system with no physical distribution of bond certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede The City reserves the right to increase or decrease the principal amount of the Bonds, Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. 2 450821v2 MNI MN190 -146 & Co. as nominee of Depository Trust Company ( "DTC "), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the City through U.S. Bank National Association, St. Paul, Minnesota (the "Paying Agent/Registrar "), to DTC, or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and customary charges for the services of the Paying Agent /Registrar. December 15, 2014 DATE OF ORIGINAL ISSUE OF BONDS AUTHORITY/PURPOSE /SECURITY The Bonds are being issued pursuant to Minnesota Statutes, Chapters 475 and 412.301, as amended. Proceeds will be used to: (i) fund the judgment entered against the City in connection with the settlement of certain litigation concerning the City's Telecommunications Revenue Bonds (Fibernet Monticello Project), Series 2008; (ii) purchase capital equipment for use by the City and; (iii) to pay the costs of issuing the Bonds. The Bonds are valid and binding general obligations of the City and are payable solely from unlimited ad valorem property taxes levied against all taxable property in the City and without limitation of amount. The full faith and credit of the City is pledged to their payment and the City has validly obligated itself to levy ad valorem taxes to pay all principal and interest payments on this issue. INTEREST PAYMENTS Interest is due semiannually on each June 15 and December 15, commencing December 15, 2015, to registered owners of the Bonds appearing of record in the Bond Register as of the close of business on the first day (whether or not a business day) of the calendar month of such interest payment date. MATURITIES Principal is due annually on December 15, inclusive, in each of the years and amounts as follows: Year Amount Year Amount Year Amount 2016 $405,000 2021 $430,000 2026 $425,000 2017 405,000 2022 44000 2027 440,000 2018 410,000 2023 450,000 2028 450,000 2019 415,000 2024 460,000 2029 465,000 2020 4209000 2025 410,000 2030 485,000 Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. 3 450821v2 MNI MN190 -146 INTEREST RATES All rates must be in integral multiples of 1 /20th or 1 /8th of 1 %. bates must be an level or ascending order. All Bonds of the same maturity must bear a single uniform rate from date of issue to maturity. ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any reason, including post -sale adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder. OPTIONAL REDEMPTION Bonds maturing on December 15, 2022 through 2030 are subject to redemption and prepayment at the option of the City on December 15, 2021 and any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and principal amounts within each maturity to be redeemed shall be determined by the City and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. EXTRAORDINARY OPTIONAL REDEMPTION The Bonds are also subject to extraordinary optional redemption, in whole or in part, at a redemption price equal to par plus accrued interest, in the event the City sells or leases its Fiber Optic System to a private entity, causing the Bonds to become taxable for federal and state income tax purposes. Upon determination of taxability, notice will be given to bondholders not less than thirty (30) days prior to the redemption date. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the successful bidder. DELIVERY Delivery of the Bonds will be within forty days after award, subject to an approving legal opinion by Kennedy &. Graven, Chartered, Bond Counsel. The legal opinion will be paid by the City and delivery will be anywhere in the continental United States without cost to the successful bidder at DTC. 4 450821v2 N4NI N4N190 -146 TYPE OF PROPOSAL Proposals of not less than $6,444,900 (99.00 %) and accrued interest on the principal sum of $6,510,000 must be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to: Wayne Oberg, Finance Director Monticello City Hall 505 Walnut Street Monticello, Minnesota 55362 A good faith deposit (the "Deposit ") in the amount of $130,200 in the form of a federal wire transfer (payable to the order of the City) is only required from the apparent winning bidder, idder, and must be received within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer. The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the time set for receiving Proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each Proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City will reserve the right to: (i) waive non - substantive informalities of any Proposal or of matters relating to the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any Proposal which the City determines to have failed to comply with the terms herein. INFORMATION FROM SUCCESSFUL BIDDER The successful bidder will be required to provide, in a timely manner, certain information relating to the initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. OFFICIAL STATEMENT By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB). 5 450821v2 N NI N4N190 -146 FULL CONTINUING DISCLOSURE CERTIFICATE The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure Certificate to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and notices of certain material events, as required by SEC Rule 15c2 -12. BAND QUALIFICATION The City will designate the Bonds as qualified tax - exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. BOND INSURANCE AT UNDERWRITER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the successful bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the Bonds. The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale. Dated: October 13, 2014 BY ORDER OF TBE MONTICELLO CITY COUNCIL /s/ Wayne Ober_ Finance Director Additional information may be obtained from: Northland Securities, Inc. 45 South 71 Street, Suite 2000 Minneapolis, Minnesota 55402 Telephone No.: 612- 851 -5900 6 450821v2 MNI MN190 -146 3. Northland Services, Inc. is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The City Council will meet at 7:00 P.M. on Monday, November 10, 2014, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. 4. The law firm of Kennedy & Graven, Chartered, as bond counsel for the City, is authorized to act as bond counsel and to assist in the preparation and review of necessary documents, certificates and instruments relating to the Bonds. The officers, employees and agents of the City are hereby authorized to assist Kennedy & Graven, Chartered in the preparation of such documents, certificates, and instruments. ADOPTED BY the City Council of Monticello this 13th day of October, 2014. CITY OF MONTICELLO Clint erbst, Mayor ATTEST: Jeffr9vlll, City Administrator 7 450821v2 NiNI N4N190 -146 Extract of Minutes of Meeting of the City Council of the City of Monticello, Wright County, Minnesota Pursuant to due call and notice thereof a regular meeting of the City Council of the City of Monticello, Wright County, Minnesota, was held at the City Hall in the City on Monday, October 13, 2014, commencing at 7:00 P.M. The following members of the Council were present: Mayor Clint Herbst and Councilmembers Lloyd Hilgart, Tom Perrault, Glen Posusta, and Brian Stumpf, and the following were absent: None The motion for the adoption of the foregoing resolution was made by Councilmember Hilgart and duly seconded by Councilmember Perrault, and upon vote being taken thereon the following members voted in favor of the motion: Herbst, Hilgart, Perrault, Posusta, and Stumpf, and the following voted against: None whereupon the resolution was declared duly passed and adopted. J V 450821v2 MNI MN190 -146 STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF MONTICELLO I, the undersigned, being the duly qualified and acting City Administrator of the City of Monticello, Minnesota, hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on Monday, October 13, 2014, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes, insofar as they relate to the issuance and sale of approximately $6,510,000 General Obligation Bonds, Series 2014A of the City. WITNESS my hand as City Administrator and the corporate seal of the City this 13th day of October, 2014. Qot� (!9/zct-� City d trator City of Monticello, Minnesota (CITY SEAL) 450821v2 NINI NIN190 -146